Bonus hogwash: The Stock Exchange and SFC continue to allow companies to make false and misleading statements about “bonus” issues of shares

An awful lot of hogwash (we are using a family-friendly word) is produced in this town when companies announce “bonus issues” of shares, and the Stock Exchange and SFC continue to allow them to get away with making false and misleading statements in their “reasons for the bonus issue”. Indeed the very name is misleading – there is no “bonus” in issuing shares for free, because the increase in the number of shares is offset by a decrease in value per share.

Today’s glowing example comes from Forefront Group Ltd (Forefront, 0885). After a magical rise in its share price of 359% so far this year, it proposes, in its circular dated 12-Jun-2015, a bonus issue of 9 new shares for every share held. Economically this is the same thing as splitting each share into 10 shares. It makes no difference to the net assets of the company or the value of shares held by each shareholder, other than subtracting the costs spent on the exercise including producing the announcement and circular, sending out new share certificates and holding a general meeting.

Let’s analyse the false and misleading statements in the “reasons” section on page 9:

Statement

Criticism

“the Bonus Issue is a return to the long-term support and care of the Shareholders”

No it isn’t. There is no “return” in a bonus issue. No income or capital gain is generated from carving the corporate pizza into more slices.

“The Bonus issue, which is alike a declaration of dividend in the form of shares instead of cash…”

No it isn’t. A dividend is a distribution of cash or (occasionally) other assets. A bonus issue is not a distribution of anything.

“…the Company can satisfy the desire of the Shareholders to receive a dividend from the Company as a reward for their long term support.”

Again, a bonus issue is not a dividend, no matter how many times you call it that. Secondly, a dividend is not a reward, it is a distribution of profits already attributable to shareholders. It literally “divides” the profits amongst the members of the company in proportion to their shareholdings. Also, we seriously doubt that Forefront has any long-term shareholders.

Forefront also claims that the Bonus issue will “provide the Company with a wider capital base and therefore enhance the liquidity of the Shares”. We don’t know what they mean by “capital base” or what it means to “widen” it. There will be the same number of shareholders, each holding 10 times as many shares as he held before, each with the same percentage of the company as he held before, in a company with the same equity attributable to shareholders (minus costs). A balance sheet entry will be made to transfer $0.001 per share from the share premium account to the share capital account, but this makes no difference to shareholders.

The only change will be that the market value of a board lot of shares, currently 10,000 shares, will be reduced by a factor of 10, and since shares trade in board lots, that reduces the effective minimum transaction size. However, that could have been accomplished by announcing a change in board lot size, reducing it from 10,000 to 1,000 shares, which does not require a circular or shareholders’ approval and keeps the share price unchanged.

Forefront’s shares closed at $5.79 tonight, in the region of the Stock Exchange spread table where the minimum bid-offer spread is $0.01, or 0.17%. By making the 9:1 bonus issue, its share price will theoretically drop by a factor of 10 to $0.579 – but the minimum spread above $0.50 is still $0.01, so it would either trade at $0.58 or $0.57 but not between these prices. So the spread will widen to at least 1.7%. A wider spread tends to reduce liquidity, not increase it, because people tend to be unwilling to “jump the gap” and buy at the higher price or sell at the lower price.

This company, by the way, is part of what we call the “Chung Nam Network” and we would not invest in it if it was the last stock in the market.

Guest Speaker Mr. Hemant Amin, Founder, Chairman and CEO of Asiamin Capital, a single family office, and Founder and Chairman of the BRKets investor groupMarch 17th, 2015

Hemant, a big thank you for educating and inspiring the next generation of leaders. You are a rare positive role model in the Asian capital markets and you showed the students that it is possible to create value because one has the right values and mindset like Buffett and Munger! :)